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Ethical Code

CODE OF ETHICS POLICY

PURPOSE

All employees of UTIL Group are expected to abide by the principles and ethical behaviours as outlined in the Code of Ethics Policy, in the daily performance of their duties. The Code of Ethics Policy is a condition of employment for every employee.

POLICY
UTIL Group (the “Company”) is committed to conducting business with the highest ethical and legal standards. Every employee represents the Company to customers, investors, governments and the general public. Therefore, it is up to each of us to know and follow legal requirements in our jobs and to comply fully with the internal and external controls in all aspects of the Company’s operations.

This Code of Ethics is intended to offer a broad range of guidance about the standards of integrity and business conduct, but no code can address every situation that individuals may encounter. For this reason, this Code does not relieve employees of the responsibility and accountability to exercise good judgment and, in circumstances where they are unsure as to the proper course of action, to seek guidance from their supervisor.

Compliance with Laws
Employees need to be aware of and comply with both the letter and the spirit of the laws and regulations that affect how they do their jobs. The reputation of UTIL Group depends upon its employees’ commitment and ability to fulfill this responsibility. The Company is fully committed to complying with all legal requirements applicable to its business.

Compliance with Company Policies
Employees must be familiar with the corporate policy framework that guides and governs their behaviour in the performance of their day-to-day activities and conduct themselves in a manner consistent with those policies and this Code of Ethics

Employees are expected to review and consult these policies as required in order to ensure their compliance with policy provisions.
Failure by an employee to comply with the provisions of any Company policies may result in disciplinary action against the employee, up to and including, immediate dismissal.

Respect in the Workplace
UTIL Group is committed to promoting a workplace that reflects the values of respect, dignity, professionalism, tolerance, equity and diversity.

This means that:

Every employee must behave in a respectful and professional manner in all dealings related to their employment, whether dealing with other employees, suppliers, consultants, or members of the public. Behaviour that is disrespectful, offensive, intimidating or humiliating, intentional or otherwise, will not be tolerated. Behaviour of this nature not only demeans others, but also threatens UTIL Group’s ability to build a workplace where everyone can feel safe, comfortable and able to produce their best work.

Discrimination and harassment will not be tolerated in any form against or from any group or individual – fellow employees, suppliers, job applicants or members of the public – including discrimination on the basis of race, colour, religion, national or ethnic origin, age, gender, sexual orientation, marital status, physical or mental disability, or a criminal offence for which a pardon has been granted.

Employees are required to promote and support an inclusive work environment, one in which individuals are accorded equity in employment processes, procedures and practices.

Protection and Use of Company Property
Employees should not use Company property or assets for anything other than legitimate business purposes. Employees are expected to take good care of Company property and not expose it to loss, damage, misuse or theft.

Dealing with Conflicts of Interest
Employees are expected to adhere to the highest ethical standards with respect to conflicts of interest, outside activities, the acceptance of gifts and hospitality, and in all dealings related to their position with the Company. Employees must ensure, to the extent possible, that their personal interests do not come into conflict with those of the Company. If a conflict does arise, it must be resolved in favour of the best interests of the Company.

This means that:

Employees are required to perform their duties and arrange their private affairs in a manner that will prevent actual, apparent or potential conflicts of interest from arising.

Employees should not knowingly take advantage of, or benefit from, information that is obtained in the course of their official duties and that is not generally available to the public.

Employees should not accept gifts, hospitality or other benefits that may have an actual, apparent or potential influence on their objectivity in carrying out their official duties or that may place them under an obligation to the donor.

Impartiality
Employees are to perform their duties in an impartial and objective manner, and shall avoid activities which threaten or may appear to threaten his or her impartiality.
Customers, suppliers, competitors and all other persons are to be treated with complete impartiality and according to the Company’s best interests.

Financial Matters
Employees must strictly adhere to the Company’s accounting procedures, which are designed to ensure that all transactions are properly recorded and supported as required by law and good business practice. Undisclosed or unrecorded funds of money or assets shall not be permitted for any purpose.

All commissions, rebates, discounts, credits and allowances must be in the form of written instruments made out to the business. Courtesies to external sources are to be detailed on an Expense Report.

Confidentiality of Information
All employees must maintain the confidentiality of information obtained in the course of his or her duties with UTIL Group. The information shall not be used for personal benefit or released to inappropriate parties. As an employee, you occupy a position of trust within the Company and as such must never disclose confidential information in any form (for example records, reports, financial and sales information, or plans involving UTIL or its customers, suppliers or competitors) to an outside party or to another employee who does not have authorized access. Use of confidential information for personal gain or to influence business transactions is not permitted. You must safeguard the confidential information of the Company.

Health and Safety in the Workplace
UTIL Group is committed to the health, safety and well-being of its employees. Management must take reasonable precautions to provide and maintain a healthy and safe workplace.
Employees must contribute to the safety of their work environment by complying with all safety directives and objectives of management, and by taking all reasonable and necessary precautions to ensure their own safety and health and that of other persons affected by their work.

Reporting of Wrongdoings
In the event that an employee becomes aware of a serious breach of this Code of Ethics, or any other wrongdoing or illegal activity in the workplace, he/she has, by virtue of the duty of loyalty owed by employees to their employer, a responsibility to report that wrongdoing. Furthermore, an employee who, in good faith, reports any serious breach or other wrongdoing, is protected from reprisals for so doing.

Disclosure Responsibilities
Employees are responsible for following the Code of Ethics in all matters. Failure to do so is considered a serious violation of the employment contract and will lead to disciplinary action which may include dismissal.

Seek management’s guidance whenever uncertainty arises. If you suspect wrongdoing or believe a situation to be at odds with this policy, immediately contact senior management or alternatively the President.

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